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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 15, 2006
POLYONE CORPORATION
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(Exact name of registrant as specified in charter)
Ohio 1-16091 34-1730488
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(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
PolyOne Center, 33587 Walker Road, Avon Lake, Ohio 44012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 930-1000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13E-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On February 15, 2006, O'Sullivan Films Holding Corporation, a wholly-owned
subsidiary of PolyOne, entered into a definitive agreement for the sale of
PolyOne's Engineered Films business unit, and concurrently completed that sale,
to an investor group comprised of members of the unit's management team along
with an investor group formed by Matrix Capital Markets, an investment banking
firm. PolyOne will hold an 18 percent indirect minority ownership interest in
the operating company, which is named O'Sullivan Films, Inc.
PolyOne received gross proceeds (before associated fees and costs) in the amount
of $26.7 million, of which $20.5 million was paid in cash and $6.2 million was
in the form of a note payable from the operating company.
Completion of the transaction follows PolyOne's September 27, 2005 announcement
that it had signed a letter of intent to sell the Engineered Films unit.
Additional information about the transaction appears in PolyOne's press release
dated February 16, 2006, filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 - Press release dated February 16, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POLYONE CORPORATION
By: /s/ Michael J. Meier
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Michael J. Meier
Corporate Controller
Dated: February 16, 2006
Exhibit 99.1
[LOGO OF POLYONE(R)]
NEWS RELEASE
POLYONE COMPLETES SALE OF ENGINEERED FILMS UNIT
CLEVELAND - February 16, 2006 - PolyOne Corporation (NYSE: POL) announced today
that it has completed the sale of its Engineered Films business unit to an
investor group comprising members of the unit's management team along with an
investor group formed by Matrix Capital Markets. Matrix Capital is an investment
banking firm that advised the management team and arranged the financing for the
transaction. The new company will be named O'Sullivan Films, Inc.
PolyOne received gross proceeds before associated fees and costs of $26.7
million, of which $20.5 million was paid in cash and 6.2 million in the form of
a note payable from the new entity. PolyOne will retain an 18 percent minority
ownership interest in the new entity.
Completion of the transaction follows PolyOne's September 27, 2005, announcement
that it had signed a letter of intent to sell the Engineered Films unit.
PolyOne announced in late 2003 that, as part of its efforts to confine its
strategic emphasis to its Plastics Compounding, Color and Additives Masterbatch,
and Distribution businesses, it would divest its Elastomers and Performance
Additives, Engineered Films and Specialty Resins businesses. PolyOne sold its
Elastomers business in August 2004. In December 2005 the Company announced that
the Specialty Resins divestment process was unlikely to result in a sale of the
business at acceptable terms and, therefore, would no longer be reported as a
business being held for sale within discontinued operations but included within
the Performance Plastics segment results.
The Engineered Films unit, a leading provider of customized, high-performance
plastic films, had 2005 revenues of $120 million. Since the 2003 divestment
announcement, the Films unit has been accounted for within PolyOne's financial
reports as a discontinued operation.
Investor & Media Contact: Dennis Cocco
Vice President, Investor Relations
440.930.1538
ABOUT POLYONE
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PolyOne Corporation, with 2005 annual revenues of approximately $2.5 billion, is
a leading global compounding and North American distribution company with
operations in thermoplastic compounds, specialty polymer formulations, color and
additive systems, and thermoplastic resin distribution. Headquartered in
northeast Ohio, PolyOne has employees at manufacturing sites in North America,
Europe, Asia and Australia, and joint ventures in North America and South
America. Information on PolyOne's products and services can be found at
http://www.polyone.com.
FORWARD-LOOKING STATEMENTS
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In this press release, statements that are not reported financial results or
other historical information are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements give current expectations or forecasts of future events and are not
guarantees of future performance. They are based on management's expectations
that involve a number of business risks and uncertainties, any of which could
cause actual results to differ materially from those expressed in or implied by
the forward-looking statements. You can identify these statements by the fact
that they do not relate strictly to historic or current facts. They use words
such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe" and other words and terms of similar meaning in connection with any
discussion of future operating or financial performance. In particular, these
include statements relating to the anticipated sale of the Engineered Films
unit; future actions; prospective changes in raw material costs, product pricing
or product demand; future performance, including, without limitation, meeting
cash flow goals, receiving cash distributions from equity affiliates and
achieving working capital targets; results of current and anticipated market
conditions and market strategies; sales efforts; expenses; the outcome of
contingencies such as legal proceedings; and financial results. Factors that
could cause actual results to differ materially include, but are not limited to:
o costs or difficulties and delays related to the operation of joint
venture entities;
o lack of day-to-day operating control, including procurement of raw
materials, of equity or joint venture affiliates;
o the possibility of further goodwill impairment;
o a delay or inability to achieve targeted debt level reductions through
divestitures and/or other means;
o an inability to achieve anticipated earnings performance due to the
divestment of a non-core business; and
o other factors affecting our business beyond our control, including,
without limitation, changes in the general economy, changes in
interest rates and changes in the rate of inflation.
We cannot guarantee that any forward-looking statement will be realized,
although we believe we have been prudent in our plans and assumptions.
Achievement of future results is subject to risks, uncertainties and inaccurate
assumptions. Should known or unknown risks or uncertainties materialize, or
should underlying assumptions prove inaccurate, actual results could vary
materially from those anticipated, estimated or projected. Investors should bear
this in mind as they consider forward-looking statements.
We undertake no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise. You are
advised, however, to consult any further disclosures we make on related subjects
in our reports on Form 10-Q, 8-K and 10-K provided to the Securities and
Exchange Commission. You should understand that it is not possible to predict or
identify all risk factors. Consequently, you should not consider any list to be
a complete set of all potential risks or uncertainties. (Ref. #121505)
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